charter of association
WHY
The Alternative Horological Alliance (“AHA”) is an alliance of similar-minded horological brands to support and promote independent watchmaking outside established, conventional structures. The AHA is committed to an independent, open and accelerative approach to watchmaking.
MEMBERSHIP AND GOVERNANCE
The founding member brands of the AHA (the “Founding Brands”) are Horologer MING, Fleming and J.N Shapiro. Each Founding Brand will have one permanent seat on the AHA’s governing council (the “AHA Council” or the “Council”).
The AHA Council shall initially be formed by one (1) representative from each founding brand (each a “Founding Council Member”). Each Founding Council Member shall have an indefinite term, provided that from time to time, a Founding Brand may propose a new representative to serve as Founding Council Member, subject to unanimous agreement by the other Founding Council Members.
From time to time and in the sole discretion of the Founding Council Members, the AHA may decide to accept additional brands into its membership. Prospective members may be proposed by any existing member brand. Future membership to the AHA by such other brands is subject to unanimous agreement by the Founding Council Members.
Brands admitted to the AHA in this manner may propose a representative to serve on the AHA Council. Appointment of such representatives (“Term Council Members”) is limited to a renewable one (1) year term, and is subject to unanimous agreement by the Founding Council Members.
Upon the expiration of each Term Council Member’s one (1) year term, the applicable brand that has nominated such Term Council Member may choose to either (i) nominate a new representative to serve as its Term Council Member, or (ii) propose to renew the term of its existing Term Council Member, provided that in each case approval shall be subject to the unanimous agreement of the Founding Council Members.
Each of the Founding Brands and any subsequent member brands admitted to the AHA (together, the ”Member Brands”) may only have one seat on the AHA Council.
ACTIVITIES
As a cooperative alliance, the AHA is organised exclusively for the benefit of its Member Brands. Member Brands aim to assist fellow Member Brands where possible. Examples of AHA activities to support Member Brands may include but are not limited to:
Joint participation in industry events;
Creation and hosting of AHA-specific events;
Building collector community relationships;
Pooled procurement and supply chain support, which. These may include negotiation of bulk shipping rates, sharing of supplier sources and negotiation of bulk or joint contracts with suppliers;
Shared research and development;
International logistical support, which. These may include supporting import/ export, SAV shipping, and local representation if required;
Regional or local SAV support for member brands;
Media management support;
Collaborative projects involving two or more Member Brands (“Collaborative Projects”); and
Identification and development of talent.
Administrative costs of the AHA are to be equally shared by all Member Brands. Any costs specific to a Collaborative Project shall be shared only by the Member Brands participating in the Collaborative Project, or as otherwise agreed by the Member Brands.
A general meeting shall be convened no less than once (1) a year. During the meeting, the AHA Council shall present to Member Brands the financial statements and an activity report for the year.
RIGHTS AND OBLIGATIONS OF MEMBERS
The AHA shall not make or pay any compensation, loan or other payment to any Member Brand, except as reasonable compensation for goods or services rendered or as reasonable reimbursement for authorised expenditures incurred on behalf of the AHA.
The AHA may not enter into any contracts or agreements with third parties without unanimous agreement of the AHA Council.
Member Brands may not enter into any contracts or agreements on behalf of other Member Brands unless given explicit, written permission to do so by the Member Brand concerned.
Member Brands shall be responsible for identifying, in their reasonable judgment, any actual or potential conflicts of interest involving themselves and any other Member Brand. Any such actual or potential conflicts of interest shall be disclosed to the AHA Council as soon as a Member Brand becomes aware of them.
Each Member Brand shall be responsible for taking all reasonable precautions to protect and safeguard any confidential information (including but not limited to trade secrets, commercial or financial information of a sensitive nature, business plans and strategies, and other similar information not generally available to the public) that it has received from any other Member Brand.
Each Member Brand should publicly act in and represent the best interests of the AHA and its fellow Member Brands. Should conflicts of interest arise, they should be reported to the Council as soon as possible for further action.
Member Brands that are not Founding Brands have the right to raise any operational concerns or objections to the Council, should they arise. The Council must in turn provide a fair and objective hearing in favor of the best interests of the AHA.
All Member Brands are to share equally any administrative and legal fees arising directly from the operation of the AHA, including but not limited to statutory organizational registrations, trademark protections, etc.
ROLES AND RESPONSIBILITIES
AHA Council members are responsible for, but not limited to
• Governance and administration of the AHA, including statutory and legal duties where required
• Setting strategic direction for the AHA, in consultation with other member brands
• Should formal representation be required, representation on behalf of the AHA subject to agreement from all other council members
• Promotion of the AHA to the public and prospective new member brands
• Their brand’s share of any administrative and legal fees
All Member Brands are responsible for, but not limited to
• Public representation of the AHA’s best interests where appropriate
• Any designated additional duties as mutually agreed with the Council
VOLUNTARY WITHDRAWAL
At any time and for any reason, a Member Brand may decide to withdraw its membership in the AHA by providing thirty (30) days’ prior written notice to the AHA Council. For the avoidance of doubt, any brand withdrawing from the AHA shall continue to be bound by any costs or other obligations it has undertaken during its time as a Member Brand (including but not limited to any obligations with respect to any Collaborative Projects undertaken by the withdrawing Member Brand), unless otherwise agreed by the Member Brands involved.
Removal
The Founding Council Members may determine, at any time and upon unanimous agreement, to remove a Member Brand from the AHA. Such removal shall be effective immediately upon the delivery of written notice by the Founding Council Members to the applicable Member Brand.
For the avoidance of doubt, any brand removed from the AHA in this manner shall continue to be bound by any costs or other obligations it has undertaken during its time as a Member Brand (including but not limited to any obligations with respect to any Collaborative Projects undertaken by the withdrawing Member Brand), unless otherwise agreed by the Member Brands involved.
This version ratified and dated this 31st day of January, 2025.